RGU.L Regulatory News (RGU)

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REGUS PLC (SOCIÉTÉ ANONYME)

("Regus")

Withdrawal of possible offer for MWB Business Exchange plc ("MBE")

Despite Regus's all-cash possible offer of 92.36 pence per share for MBE (the "Indicative Offer" or "Regus's Indicative Offer") representing a 71.3 per cent. premium over the offer made by MWB Group Holdings plc ("MWB") for MBE on 28 April 2011 ("MWB's Offer") (as at close of business on 10 June 2011), and Regus announcing on 10 June 2011 that it had dropped all of the reservations to its Indicative Offer price, whilst the Indicative Offer remained subject to confirmatory due diligence and a recommendation from the independent committee of MBE (the "Independent Committee"), Regus confirms that neither MWB nor the Independent Committee have sought to engage in meaningful discussions with Regus in relation to Regus's superior Indicative Offer. Accordingly, Regus has no choice but to withdraw its Indicative Offer for MBE and therefore announces that it does not intend to make an offer for MBE.

The refusal of MWB and the Independent Committee to engage has been despite the announcement today by Pyrrho Investment Limited ("Pyrrho"), the largest independent shareholder of MWB and MBE, that it will vote against the resolution to approve the scheme of arrangement to implement MWB's Offer (the "MWB Scheme"), which will effectively mean that the MWB Scheme cannot succeed.

Background

On 7 June 2011, Regus announced that unless (i) the Independent Committee or the board of MWB entered into discussions with Regus by 17.00 (BST) today and (ii) because the meetings had already been called, either the Independent Committee or MWB or MBE confirmed publicly that they would be seeking an adjournment of the shareholder meetings required to implement the MWB Offer, Regus would withdraw its Indicative Offer.

On 10 June 2011, Regus reaffirmed its commitment to and the seriousness of its Indicative Offer. As at the close of business on 10 June 2011, Regus's all cash Indicative Offer of 92.36 pence per MBE share represented a 71.3 per cent. premium over MWB's Offer. Regus also confirmed in that announcement that neither the Independent Committee nor the MWB board nor their respective advisers had engaged in any meaningful way with Regus to discuss the Offer.

Regus also announced on 10 June 2011 that it was improving its Indicative Offer by dropping all previously announced reservations to its Indicative Offer price. This was to reaffirm to minority shareholders of MBE, as well as to MWB and the Independent Committee, the seriousness and commitment of Regus to the Indicative Offer.

Regus also clarified that its requirement for confirmatory due diligence was a direct result of the introduction of additional information set out in MWB's announcement on 27 May 2011 and in the scheme document posted to MBE shareholders relating to inter-company guarantees and possible charges which might be introduced between MWB and MBE.

Despite the improvement in Regus's Indicative Offer and the premium of 71.3 per cent. it represents over the MWB Offer (as at close of business on 10 June 2011), neither MWB nor the Independent Committee have sought to engage with Regus. This refusal to engage has been despite Pyrrho, the largest independent shareholder in both MWB and MBE, writing to the board of MBE on 7 June 2011 to express its deep concern with decisions made by the board of MBE and announcing earlier today that it intends to vote against the resolution to approve the scheme of arrangement to implement MWB's Offer.

In the face of the continued refusal of the Independent Committee and the MWB board to engage in meaningful discussions with Regus, Regus has no option but to withdraw its Indicative Offer for MBE and now announces that it does not intend to make an offer for MBE.

Regus is disappointed that the Independent Committee has repeatedly refused to engage with Regus and continues to recommend an inferior offer from MWB, holder of approximately 72 per cent. of MBE's issued share capital. Bearing in mind the current high debt gearing in MWB, MWB's record of not having paid a dividend in 9 years and the relative illiquidity of its shares, minority shareholders in MBE may now ask themselves how long it will be before the value of their current holding in MBE attains a level equivalent to Regus's Indicative Offer.

Notes

Under Rule 2.8 of the City Code on Takeovers and Mergers (the "Code"), and except with the consent of the Takeover Panel, this statement will prevent Regus or anyone acting in concert with it from announcing an offer or possible offer for MBE or taking certain other action within the next six months unless there has occurred an event, as set out below, which enables the statement to be set aside.

For the purposes of Rule 2.8 and other relevant provisions of the Code, Regus reserves the right to announce an offer or possible offer for MBE and/or take any other action otherwise precluded under Rule 2.8 of the Code within the next six months in the event that there is a material change in circumstances or any of the following events occur:

(i) the MWB Scheme fails, is withdrawn, does not become effective or lapses, for any reason (including, without limitation, by virtue of (i) the resolutions not being passed by the relevant majorities at the shareholder meetings of MBE which have been convened to consider such resolutions (or at any adjourned meetings); (ii) the Court not sanctioning the MWB Scheme; or (iii) the MWB Scheme not becoming effective before the long-stop date set for the MWB Scheme in the scheme document sent to MBE shareholders on 27 May 2011, and with the agreement or recommendation of the independent directors of MBE or the board of MBE, as the case may be;

(ii) if MWB change their offer structure from a scheme of arrangement to an offer and that offer lapses, is withdrawn, fails to become unconditional in accordance with its terms, or does not succeed for any other reason, and with the agreement or recommendation of the independent directors of MBE or the board of MBE, as the case may be;

(iii) a third party (other than MWB) announces an offer for MBE;

(iv) a third party announces an offer or possible offer for MWB; or

(v) MBE or a third party announces a "whitewash" proposal (as described in Note 1 of the Notes on Dispensation from Rule 9 of the Code) or a reverse takeover (as described in Note 2 to Rule 3.2 of the Code).

Enquiries:

Investec Investment Banking (which is authorised and regulated in the United Kingdom by the Financial Services Authority) is acting exclusively for Regus and for no one else in connection with the possible offer and will not be responsible to anyone other than Regus for providing the protections afforded to Investec Investment Banking clients nor for providing advice in relation to the possible offer orany other matters referred to in this announcement.

A copy of this announcement will shortly be available, free of charge, on Regus's website at www.regus.com

This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No offering of securities may be made in the United States except pursuant to registration under the US Securities Act of 1933 or an exemption from registration.

The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements. If you are resident outside the UK, you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

Unless otherwise determined by Regus, this announcement and any proposed offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would violate the laws of that jurisdiction (a "Restricted Jurisdiction") or the United States, or by the use of any means or instrumentally (including, without limitation, telex, facsimile transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange of any Restricted Jurisdiction or the United States. Unless so determined by Regus, the proposed offer will not be capable of acceptance by any such use, means or instrumentally or facility of any Restricted Jurisdiction or the United States.

Copies of this announcement and documents relating to any offer will not be, and must not be, directly or indirectly, mailed or otherwise forwarded (including, without limitation, by telex, facsimile transmission, telephone, internet or other forms of electronic communication), distributed or sent in, into or from any Restricted Jurisdiction or the United States.

Forward looking statements

This announcement contains statements about Regus that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans" "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Regus disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.